Fortuna and Roxgold shareholders approve business combination to create a global premier growth-oriented intermediate gold and silver producer

Fortuna Silver Mines Inc. (" Fortuna ") (NYSE: FSM | TSX: FVI) and Roxgold Inc. (" Roxgold ") (TSX: ROXG | OTCQX: ROGFF) are pleased to announce that shareholders of both Fortuna and Roxgold have approved all matters voted on at Fortuna's annual and special meeting as well as at Roxgold's special meeting and annual meeting held earlier today, including the proposed acquisition by Fortuna of all of the outstanding common shares of Roxgold (" Roxgold Shares ") by way of a proposed plan of arrangement (the " Arrangement "), pursuant to the terms and subject to the conditions of the arrangement agreement between Fortuna and Roxgold dated effective April 26, 2021 (for additional information, please refer to the joint news release dated April 26, 2021, " Fortuna And Roxgold Agree To Business Combination Creating A Low-Cost Intermediate Global Precious Metals Producer ")

Subject to the satisfaction or waiver of the remaining conditions to the Arrangement, including approval of the Arrangement by the British Columbia Supreme Court, which application will be heard June 30, 2021, closing of the Arrangement is expected to occur on July 2, 2021.

Following completion of the Arrangement, current Fortuna shareholders and former Roxgold shareholders will own approximately 63.6% and 36.4% of the outstanding Fortuna Shares, respectively. Post-arrangement, Fortuna will continue under the name "Fortuna Silver Mines Inc." with the ticker symbol "FVI" on the Toronto Stock Exchange and "FSM" on the New York Stock Exchange, and Roxgold will be a wholly-owned subsidiary of Fortuna. Roxgold will be delisted from the Toronto Stock Exchange and an application will be made for Roxgold to cease to be a reporting issuer.

Fortuna Voting Results

The issuance by Fortuna of up to 110,128,963 common shares of Fortuna (" Fortuna Shares ") to the shareholders of Roxgold in exchange for all of the issued and outstanding Roxgold Shares pursuant to the Arrangement was approved by 96.65% of the votes cast by Fortuna shareholders present by virtual attendance or represented by proxy at Fortuna's annual and special meeting.

All matters presented for approval at the Fortuna annual and special meeting were duly authorized and approved as follows:

Item of Business Votes Cast FOR Votes Cast Against / Withheld
Share Issuance in connection with the Arrangement 37,829,172
(96.65%)
1,311,875
(3.35%)
Re-appointment of KPMG LLP as the auditor of Fortuna 69,528,259
(98.55%)
1,023,311
(1.45%)
Fixing the number of directors elected to the board of Fortuna at six 38,543,472
(98.47%)
597,574
(1.53%)

Detailed voting results regarding the election of Fortuna directors are as follows:

Name Votes Cast FOR Votes Withheld
Jorge A. Ganoza Durant 38,509,971
(98.39%)
631,076
(1.61%)
David Laing 37,097,973
(94.78%)
2,043,074
(5.22%)
Mario Szotlender 38,312,437
(97.88%)
828,610
(2.12%)
David Farrell 36,315,260
(92.78%)
2,825,786
(7.22%)
Alfredo Sillau 38,293,545
(97.83%)
847,501
(2.17%)
Kylie Dickson 38,357,208
(98.00%)
783,839
(2.00%)

Roxgold Voting Results

The Arrangement with Fortuna was approved by 84.80% of the votes cast by Roxgold shareholders present by virtual attendance or represented by proxy at Roxgold's special virtual meeting, as well as 84.15% of votes cast after excluding the votes cast by a director and an officer of Roxgold in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .

All matters presented for approval at Roxgold's special meeting and its annual meeting were duly authorized and approved as follows:

Item of Business Votes Cast FOR Votes Against / Withheld
Approval of Arrangement 211,895,783
(84.80%)
37,988,933
(15.20%)
Re-appointment of PricewaterhouseCoopers LLP as the auditor of Roxgold 253,335,182
(99.27%)
1,866,417
(0.73%)

Detailed voting results regarding the election of Roxgold directors are as follows:

Name Votes Cast FOR Votes Withheld
Richard Colterjohn 205,609,038
(90.41%)
21,820,098
(9.59%)
John Dorward 207,927,664
(91.43%)
19,501,472
(8.57%)
Kate Harcourt 207,686,644
(91.32%)
19,742,492
(8.68%)
John L. Knowles 207,649,776
(91.30%)
19,779,360
(8.70%)
Oliver Lennox-King 207,594,092
(91.28%)
19,835,044
(8.72%)
Dawn Moss 207,922,022
(91.42%)
19,507,114
(8.58%)
Norman Pitcher 207,910,888
(91.42%)
19,518,248
(8.58%)

About Fortuna Silver Mines Inc.

Fortuna Silver Mines Inc. is a Canadian precious metals mining company with operations in Peru, Mexico, and Argentina. Sustainability is integral to all of Fortuna's operations and relationships. Fortuna produces silver and gold and generates shared value over the long-term for its shareholders and stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit Fortuna's website .

About Roxgold Inc.

Roxgold is a Canadian-based gold mining company with assets located in West Africa. Roxgold owns and operates the high-grade Yaramoko Gold Mine located on the Houndé greenstone belt in Burkina Faso and is also advancing the development and exploration of the Séguéla Gold Project located in Côte d'Ivoire. Roxgold trades on the TSX under the symbol ROXG and as ROGFF on OTCQX.

For information about Fortuna Silver Mines Inc.
Carlos Baca
Manager, Investor Relations
E: info@fortunasilver.com
For information about Roxgold Inc.
Graeme Jennings, CFA
Vice President, Investor Relations
E: gjennings@roxgold.com

The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.

Forward-looking Statements

This news release contains forward-looking statements which constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (collectively, "Forward-looking Statements"). All statements included, other than statements of historical fact, which address activities, events or developments that Fortuna or Roxgold expects or anticipates may or will occur in the future, are forward-looking information.

The Forward-looking Statements in this news release may include, without limitation, statements about Fortuna and Roxgold's current expectations, estimates and projections for the pro forma company, the timing and anticipated receipt of required court approvals, the anticipated timing of the completion of the Arrangement. Readers are also cautioned that such additional information is not exhaustive. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "anticipated", "estimated", "expected", "potential", "future", "assumed", "projected", "planned", "to be", "will" or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management's future course of action would depend on its assessment of all information at that time. Readers are urged to consult the disclosure provided under the heading "Risk Factors" in each of Fortuna's and Roxgold's annual information form for the year ended December 31, 2020 which has been filed on SEDAR at www.sedar.com for further information regarding the risks and other factors applicable to the Arrangement.

Although Fortuna and Roxgold believe that the expectations conveyed by the Forward-looking Statements are reasonable based on information available at the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Fortuna and Roxgold disclaim any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that these Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.


Primary Logo

News Provided by GlobeNewswire via QuoteMedia

The Conversation (0)
Rapid Successfully Undertakes $10.5M Capital Raising to Fund Acquisition of the Webbs and Conrads NSW Silver Projects

Rapid Successfully Undertakes $10.5M Capital Raising to Fund Acquisition of the Webbs and Conrads NSW Silver Projects

Rapid Critical Metals Limited (‘Rapid,’ ‘RCM’ or ‘Company’) is pleased to announce that the Company has received firm commitments from institutional, sophisticated and professional investors for the placement of 437,500,000New Fully Paid Ordinary Shares (New Shares) at an issue price of A$0.024 per new share (post 12-for-1 consolidation) to raise gross proceeds of A$10.5 million (Placement). The Placement comprises two tranches:

Keep reading...Show less
Silver bars with rising chart, "Weekly Editor's Picks" text overlay.

Editor's Picks: Silver Price Hits 13 Year High, Gold Takes a Breather

Gold was on the decline this week, closing just below US$3,370 per ounce, after tensions in the Middle East pushed it past the US$3,430 level toward the end of last week.

All eyes were on the US Federal Reserve, which in a widely expected move left interest rates unchanged on Wednesday (June 18) following its two day meeting. The central bank cut rates in December 2024, but has kept them steady for its last four gatherings.

US President Donald Trump wasn't pleased, calling Powell "too late" in a Thursday (June 19) post on Truth Social. While speculation that Trump will fire Powell has died down, the president did recently say he intends to announce his next pick for the Fed leader position "very soon."

Keep reading...Show less
Silver metallic dice spelling "ETF" against stock chart background.

10 Silver ETFs for Every Investing Style in 2025

Investors looking for exposure to the silver price and silver-mining companies should consider silver exchange-traded funds (ETFs).

Spurred by moves in the gold market, safe-haven buying as well as increasing demand from industrial sectors, silver saw strong price movements in the first half of 2025, breaching US$37 per ounce for the first time since 2011.

While silver has often been seen as a more approachable precious metal owing to its lower per ounce price, its performance has lagged gains seen in the gold price over the past few years. However, silver stole some of the spotlight in the second quarter of 2025 as it saw significant gains on the back of geopolitical tension and economic uncertainty from the US trade and tariff policy.

Keep reading...Show less
Silver bars and US$100 bills with a rising chart overlay.

Silver Price Surges to US$37, Highest Value Since May 2011

After being overshadowed by gold early in the year, silver has been in the spotlight in recent weeks.

The white metal broke through the US$37 per ounce mark on Tuesday (June 17) for the first time since May 2011.

Recent economic and geopolitical events have raised analysts’ expectations of a September rate cut from the US Federal Reserve, helping to fuel safe-haven buying of silver and gold.

Keep reading...Show less

Latest Press Releases

Related News

×